Condition and Sufficiency of Acquired Assets Sample Clauses

Condition and Sufficiency of Acquired Assets. The Acquired Assets, whether owned, licensed or leased, are in good operating condition and repair (normal wear and tear excepted) and are adequate, in each case in all material respects and for the purposes for which they are presently used. The Acquired Assets, together with the services specified in Annex A of the Transition Services Agreement, constitute substantially all of the assets that are used in, held for use in or necessary to the conduct, and are sufficient to permit Splitco and its subsidiaries to conduct, the Business in the manner in which it is currently conducted.
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Condition and Sufficiency of Acquired Assets. (a) Seller is transferring good and marketable title to all of the Acquired Assets, free and clear of any Liens or other encumbrances, other than Permitted Encumbrances. (b) With such exceptions, if any, as are not material to the Seller's Business, the Acquired Assets constitute all the properties, assets and rights used or held by Seller in, and all such properties, assets and rights as are necessary to the conduct of, the Seller's Business immediately after the Closing as presently conducted.
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Condition and Sufficiency of Acquired Assets. Except as set forth on Section 3.05 of the Disclosure Letter, the Acquired Assets (i) have been properly and regularly maintained in all material respects, and (ii) include all material assets used by the Seller in the conduct of the Business (other than any Excluded Assets). All of the tangible Acquired Assets are located at the Real Property.
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Condition and Sufficiency of Acquired Assets. The Acquired Assets include all interests, rights, properties and other assets necessary for the Buyer to own, operate, manage and maintain the Business in all material respects in the same manner as the Business is owned, operated, managed and maintained by the Sellers. No interests, right, property or asset necessary for the ownership, operation, management or maintenance of the Business in the manner in which the Sellers presently own, operate, manage and maintain the Business is owned by any person or entity other than one of the Sellers.
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Condition and Sufficiency of Acquired Assets. All of the Acquired Assets are in good operating condition and repair (normal wear and tear excepted) and are adequate for the uses to which they are being put. The Acquired Assets are sufficient for the conduct of the Company’s Business in substantially the same manner as presently conducted (excepting only the Excluded Assets).
Sample 1
Condition and Sufficiency of Acquired Assets. (a) The Acquired Assets are in good operating condition and are adequate for the uses to which they are being put in connection with the Business, and none of the Acquired Assets are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (b) The Acquired Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted. Except as set forth in Section 2.5 of the Disclosure Schedule, none of any Seller’s assets, properties or rights, other than the Acquired Assets, are exclusively used in the Business.
Sample 1
Condition and Sufficiency of Acquired Assets. (a) Seller has good, marketable and valid title to or valid leasehold interest in, all of the Acquired Assets, in each case free and clear of all Encumbrances except any Permitted Encumbrances. (b) Assuming all consents set forth on Schedule 5.4 and Permits and Environmental Permits are transferred, the Acquired Assets together with the assets leased pursuant to any of the Assumed Contracts and the assets to be used by Seller to provide services following the Closing pursuant to the Transition Services Agreement and the Appleton Facilities constitute all of the assets necessary to conduct the Business (including, but not limited to, the Intra-Seller Business) in all material respects and are sufficient to enable Buyer to conduct the Business (including, but not limited to, the Intra-Seller Business) after the Closing in substantially the same manner as conducted prior to the Closing. All items of material personal property are in good operating condition and repair, ordinary wear and tear excepted.
Sample 1
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Condition and Sufficiency of Acquired Assets. (a) Except as set forth on Schedule 4.12(a), any Acquired Assets now owned, leased or otherwise used by Seller or Parent are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put and, except as set forth in such Schedule, none of such Acquired Assets is in need of maintenance or repairs except for routine maintenance and repairs that are in the Ordinary Course of Business. (b) The Acquired Assets include all rights, properties and other assets presently used by Seller or in the operation of the Business (except to the extent that subrentals are required in the Ordinary Course of Business and except to the extent of the Excluded Assets), or required or necessary to permit Purchaser to conduct the Business in the same manner as it has been conducted since January 1, 1999. The execution and delivery of this Agreement and the Closing Documents, the payment by Purchaser of the Purchase Price, the filing of the UCC Releases described in Section 2.2(a)(iv) and the receipt by Purchaser of bills of sale in favor of Purchaser executed by the Secured Parties identified in Schedule 2.2(a)(iv)(A) will result in Purchaser's acquisition of valid title to the Acquired Assets, free and clear of any Encumbrance. All of the Acquired Assets are located in either California or Texas, except any Acquired Assets currently in the possession of customers or other third Persons located in other states pursuant to rental agreements or agreements to repair such Acquired Assets. (c) Schedule 4.12 (c) is a list of all property, equipment or other assets which have been removed from the Facilities, other than the removal of obsolete items and the assets held by customers out on rental in the Ordinary Course of Business, or assets held by third parties for repair, since July 1, 1999, except for any items which cost, on an individual basis, less than $500, up to an aggregate of $25,000. None of such property, equipment or other assets are required or necessary in the conduct or operation of the Business. (d) Each Acquired Asset set forth on Schedule 2.2(b) is in the possession of a third party pursuant to a rental agreement or for the purpose of repairing such item of equipment.
Sample 1
Condition and Sufficiency of Acquired Assets. The buildings, plants, structures, and equipment included in the Acquired Assets are in good operating condition and repair (ordinary wear and tear excepted) and are adequate for the uses to which they are being employed. Except (i) for the Excluded Assets, (ii) matters to be covered by the Transition Services Agreement and (iii) as set forth on Schedule 4.12, the Acquired Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.
Sample 1

Related to Condition and Sufficiency of Acquired Assets

  • Condition and Sufficiency of Assets The buildings, plants, structures, and equipment of the Acquired Companies are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment of the Acquired Companies are sufficient for the continued conduct of the Acquired Companies' businesses after the Closing in substantially the same manner as conducted prior to the Closing.

  • Title to and Sufficiency of Assets Each Target Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d) Liens set forth on Schedule 4.17. The assets (including Intellectual Property rights and contractual rights) of the Target Companies constitute all of the material assets, rights and properties that are currently used in the operation of the businesses of the Target Companies as it is now conducted or that are used or held by the Target Companies for use in the operation of the businesses of the Target Companies, and taken together, are adequate and sufficient for the operation of the businesses of the Target Companies as currently conducted.

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Title to Assets; Sufficiency of Assets (a) The Seller has, and at the Closing the Seller will deliver to Acquiror, good and valid title to or, in the case of licensed assets, a valid and binding license to the Purchased Assets free and clear of all Encumbrances, a valid and binding license under the Seller Multi-Application Technology pursuant to Section 2.5 and, as applicable, a valid and binding sublicense under the Licensed Intellectual Property (as defined in the Acrux License) pursuant to the Sublicense Agreement. Except as set forth on Schedule 6.14(a) of the Seller Disclosure Schedule, no Subsidiary of the Seller owns, beneficially or of record, or has any rights, title or interest in, to or under any Purchased Asset or conducts any part of the Evamist Business, and there are no employees of any Subsidiary of the Seller employed in the Evamist Business or who perform tasks that are necessary for the proper operation of the Evamist Business. (b) The Purchased Assets (together with the rights of the Acquiror and its Affiliates under the Related Agreements), the rights granted pursuant to Section 2.5 and, as applicable, pursuant to the Sublicense Agreement constitute all of the assets, Contracts, Required Permits, rights and services required for the continued operation of the Evamist Business by the Acquiror as conducted by the Seller during the past twelve (12) months. (c) Each item of equipment which is a Purchased Asset (other than equipment set forth on Schedule 6.14(c) of the Seller Disclosure Schedule) is in good operating condition for the purposes for which it is currently being used, subject to ordinary wear and tear, is free from any material defect and has been maintained in all material respects in accordance with generally accepted industry practice. (d) The Seller has not experienced any out-of-stock or back-order situation with respect to the Evamist Business (e) The Seller does not own or control any Evamist Product Improvements, and has not granted to any third party or enabled any third party to make any Evamist Product Improvements.

  • Existence, Properties, Etc (a) The Company shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain Company's due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below); and (b) the Company shall not do, or cause to be done, any act impairing the Company's corporate power or authority (i) to carry on the Company's business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, any UCC-1 Financing Statements required by the Secured Party to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term "Material Adverse Effect" shall mean any material and adverse affect as determined by Secured Party in its sole discretion, whether individually or in the aggregate, upon (a) the Company's assets, business, operations, properties or condition, financial or otherwise; (b) the Company's to make payment as and when due of all or any part of the Obligations; or (c) the Pledged Property.

  • Environmental Considerations A. Company, its officers, agents, servants, employees, invitees, independent contractors, successors, and assigns will not discharge or spill any Hazardous Substance, as defined herein, into any component of the storm drainage system or onto any paved or unpaved area within the boundaries of the Premises. In addition, Company will not discharge or spill any Hazardous Substance into any component of the sanitary sewer system without first neutralizing or treating same as required by applicable anti-pollution laws or ordinances, in a manner satisfactory to Authority and other public bodies, federal, state, or local, having jurisdiction over or responsibility for the prevention of pollution of canals, streams, rivers, and other bodies of water. Company’s discharge, spill or introduction of any Hazardous Substance onto the Premises or into any component of Authority’s sanitary or storm drainage systems will, if not remedied by Company with all due dispatch, at the sole discretion of Authority, be deemed a default and cause for termination of this Agreement by Authority, subject to notice and cure. Such termination will not relieve Company of or from liability for such discharge or spill. B. If Company is deemed to be a generator of hazardous waste, as defined by federal, state, or local law, Company will obtain a generator identification number from the U. S. Environmental Protection Agency (EPA) and the appropriate generator permit and will comply with all federal, state, and local laws, and any rules and regulations promulgated thereunder, including but not limited to, ensuring that the transportation, storage, handling, and disposal of such hazardous wastes are conducted in full compliance with applicable law. C. Company agrees to provide Authority, within 10 days after Authority’s request, copies of all hazardous waste permit application documentation, permits, monitoring reports, transportation, responses, storage and disposal plans, material safety data sheets and waste disposal manifests prepared or issued in connection with Company’s use of the Premises. D. At the end of the Agreement, Company will dispose of all solid and hazardous wastes and containers in compliance with all applicable regulations. Copies of all waste manifests will be provided to Authority at least 30 days prior to the end of the Agreement.

  • Sufficiency of Assets The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner presently operated by Seller, and (b) include all of the operating assets of Seller.

  • Sufficiency of Funds Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

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